Ruukki Group Oyj - Notice to general meeting

INVITATION TO THE ANNUAL GENERAL MEETING

07:00 London, 09:00 Helsinki, 16 April 2013 - Ruukki Group Plc, Stock Exchange
Release

INVITATION TO THE ANNUAL GENERAL MEETING

The shareholders of Ruukki Group Plc are invited to attend the Annual General
Meeting to be held on 8 May 2013, starting at 10:00 a.m. (Helsinki time) in
Helsinki at G.W. Sundmans at the address: Eteläranta 16, 00130, Helsinki,
Finland.

The registration of the participants begins at 9:30 a.m.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:

 1. Opening of the meeting

 2. Election of the chairman and election of the secretary

 3. Approval of the agenda

 4. Election of the scrutinizer of the minutes and the person to supervise the
    counting of votes

 5. Recording the legality and quorum of the meeting

 6. Adoption of the list of votes

 7. Review by the CEO

 8. Presentation of the financial statements for the year ended 31 December
    2012 and the report of the Board of Directors

 9. Presentation of the auditor's report

 10. Adoption of the financial statements and the group financial statements

 11. Resolution on the use of profits and a capital redemption

It is proposed to the Annual General Meeting that the company shall not pay a
dividend in respect of the financial year ended on 31 December 2012.

The Board of Directors proposes to the Annual General Meeting a capital
redemption of EUR 0.01 per share for the year ended on 31 December 2012. The
payment is proposed to be made from the company's fund for invested unrestricted
equity. The capital redemption is to be paid to the shareholders who are
registered on the company's shareholder register maintained by Euroclear Finland
Ltd on the record date for payment, being 14 May 2013. Shares will commence
trading without the right to the capital redemption payment on 9 May 2013 in
London and 10 May 2013 in Helsinki.

The Board of Directors proposes to the Annual General Meeting that the capital
redemption shall be paid by the Company on 21 May 2013.

 12. Resolution on the discharge of the members of the Board of Directors and
     the CEO from liability


 13. Resolution on the remuneration of the members of the Board of Directors and
     of the Auditor

It is proposed to the Annual General Meeting that all non-executive Board
Members shall be paid EUR 3,000 per month. The executive Board Members shall not
be paid remuneration for their work on the Board of Directors.

The Board of Directors proposes to the Annual General Meeting that the company
will pay the fee to the auditor against an invoice.

 14. Resolution on the number of the members of the Board of Directors

It is proposed that the number of members of the Board of Directors shall be
six.

 15. Election of the members of the Board of Directors

It is proposed to the Annual General Meeting that Mr Michael Lillja (Finnish
citizen), Mr Markku Kankaala (Finnish citizen), Dr Danko Koncar (Croatian
citizen), Dr Jelena Manojlovic (UK citizen), Dr Alfredo Parodi (Italian citizen)
and Ms Bernice Smart (UK citizen) will be re-elected for the next mandate that
begins from the end of the General Meeting and ends at the end of the Annual
General Meeting on 2014.

 16. Election of the Auditor

In accordance with the recommendation by the Company's Audit Committee, The
Board of Directors proposes to the Annual General Meeting that Authorised Public
Accountant Firm Ernst & Young Oy, shall be re-elected as the auditor of the
company. Ernst & Young Oy has proposed that the auditor with the main
responsibility would be APA Tomi Englund.

 17. Authorizing the Board of Directors to decide upon share issue and upon
     issuing other special rights that give an entitlement to shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to issue ordinary shares and issue stock options and
other special rights that attach to shares.

By virtue of the authorization shares could be issued in one or more tranches up
to a maximum of 24,843,200 new shares or shares owned by the company. This
equates to approximately 10% of the company's current registered shares. The
Board of Directors would, by virtue of the authorization, be entitled to decide
upon the issuance of shares and upon the issuance of stock options and other
special rights that attach to shares.

The Board of Directors may use the authorization among other things to raise
additional finance to enable corporate and business acquisitions or other
arrangements and investments of business activity or for employee incentive and
commitment schemes. The Board of Directors proposes that, by virtue of the
authorization, the Board of Directors can decide both on shares issued for
consideration and on shares issued without consideration. The payment of the
subscription price could also be made with consideration other than cash. The
authorization would contain the right to decide to derogate from shareholders'
pre-emptive right to subscribe for shares provided that the conditions set out
in the Companies' Act are fulfilled.

The Board of Directors proposes that the authorization replaces all previous
authorizations and that it is valid for two (2) years from the decision of the
General Meeting.

 18. Authorizing the Board of Directors to decide on the acquisition of own
     shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors would be authorized to decide on the acquisition of the company's own
shares.

By virtue of the authorization concerning the acquisition of own shares, a
maximum of 15,000,000 own shares could be acquired with the funds from the
company's unrestricted shareholders' equity, however, only in such a way that
the total number of own shares, which the Company and its subsidiaries have in
their possession or as a pledge, does not exceed one tenth of all shares, in
accordance with Section 11 of Chapter 15 of the Finnish Companies Act. The
authorization covers the acquisition of shares publicly traded on NASDAQ OMX
Helsinki Oy as well as those not publicly traded. The compensation paid for
acquired shares shall be based on the market value.

Derivative contracts, share loan agreements or other agreements may be made
within laws and regulations if they are in accordance with customary market
practice for capital markets. The authorization entitles the Board of Directors
to make resolutions regarding acquisitions other than in relation to the shares
owned by the shareholders (directed acquisition) in accordance with the
preconditions set forth in the Companies Act.

The Board of Directors proposes that the authorization concerning the
acquisition of own shares would, among other things, be used to develop the
company's capital structure, finance and execute corporate acquisitions and
other arrangements,  execute the company's share-based incentive systems or
otherwise to execute transfers or cancellations. The acquisition of shares
reduces the company's distributable non-restricted shareholders' equity.

The Board of Directors proposes that the authorization replaces all previous
authorizations and that it is valid for 18 months from the decision of the
General Meeting.

 19. Closing of the Meeting


B. DOCUMENTS OF THE GENERAL MEETING

Financial statements, proposals of the Board of Directors presented to the
Annual General Meeting as well as all other documents to be kept on view in
accordance with the Finnish Companies Act are available for the shareholders'
inspection for at least three weeks preceding the Annual General Meeting at the
company headquarters at the address: Kasarmikatu 36, 00130 Helsinki. In
addition, the documents will be available for at least 21 days preceding the
Annual General Meeting on the company's website at the address
www.ruukkigroup.com. Copies of these documents will be sent to shareholders on
request.

The minutes of the Meeting will be available on the above mentioned website at
the latest from 22 May 2013.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

 1. Right to attend
A shareholder who no later than on 25 April 2013 is registered as the Company's
shareholder in a shareholder register held by Euroclear Finland Ltd has the
right to participate in the Annual General Meeting. A shareholder whose shares
are registered on his/her personal Finnish book-entry account is registered in
the Company's shareholder register.

 2. Notice to attend

A shareholder wishing to attend the meeting shall give notice to attend the
meeting to the Company no later than by 4:00 p.m. Helsinki time on 3 May 2013,
either:

  * by letter to Ruukki Group Plc, Kasarmikatu 36, 00130 Helsinki;
  * by e-mail to ilmo@ruukkigroup.com; or
  * by fax to +358 10 440 7001.

The notice shall be at the company before the deadline of the notice to attend.
A shareholder is requested to provide his name, identity number or business ID,
address, phone number and the name of a possible representative. The personal
data of shareholders shall be used only for purposes related to the general
meeting and necessary registration related to that.

Shareholders attending the general meeting have a right to request information
concerning matters which are dealt with by the meeting as stated in the Finnish
Companies Act, chapter 5, section 25.

 3. Using representative and proxies

A shareholder has a right to attend the meeting and use his rights via a
representative. A representative must present a dated proxy or must otherwise in
a reliable way prove that he has a right to represent a shareholder. The Company
does not have a proxy template available for shareholders. If a shareholder
participates in the Annual General Meeting by means of several proxy
representatives representing the shareholder with shares on different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration.

Possible proxies are asked to be delivered in original form together with the
notice to attend to address Ruukki Group Plc, Kasarmikatu 36, 00130 Helsinki
before the end of notice period 3 May 2013 at 4:00 p.m. Helsinki time.

 4. Holders of nominee registered shares

A holder of nominee registered shares is advised to request from his custodian
bank with sufficient advance notice, necessary instructions regarding
registration in the Company's shareholder register, issuance of proxy documents
and registration for the Annual General Meeting. The account management
organization of the custodian bank will register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, to be entered
into the Company's temporary shareholder register by no later than 3 May 2013 at
10.00 a.m. Helsinki time.

 5. Other instructions and information

Ruukki Group Plc has at the date of invitation, i.e. 16 April 2013, in total
248,432,000 shares and votes, and the company holds in total 4,297,437 own
shares.

Ruukki Group Plc has published the Report by the Board of Directors, the
Financial Statements 2012, the Auditor's Report, the Corporate Governance
Statement and the Remuneration Report in English and in Finnish. Shareholders
may order the documents by phone from number +358 10 440 7000 on weekdays
between 10:00 a.m. and 4:00 p.m. Helsinki time. The documents can also be found
from the company website from address www.ruukkigroup.com.


IN HELSINKI, ON 16 April 2013

RUUKKI GROUP PLC
BOARD OF DIRECTORS

This document is based on a translation into English of a document written in
Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the
Finnish version shall prevail.


For additional information, please contact:

Ruukki Group Plc
Danko Koncar, CEO, +44 (0)20 7376 1175, danko.koncar@ruukkigroup.com

Investec Bank Plc
Neil Elliot, +44 (0)20 7597 5970, neil.elliot@investec.co.uk
George Price, +44 (0)20 7597 5970, george.price@investec.co.uk


Ruukki Group is a chrome mining and minerals producer focused on delivering
sustainable growth with a speciality alloys business in southern Europe and a
ferro alloys business in southern Africa. The Company is listed on NASDAQ OMX
Helsinki (RUG1V) and the Main Market of the London Stock Exchange (RKKI).
www.ruukkigroup.com

Distribution:
NASDAQ OMX Helsinki
London Stock Exchange
main media
www.ruukkigroup.com


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